Covanta Announces Top Results of Tender Offer and Consent Solicitation for 6.000% Senior Notes Due 2027

MORRISTOWN, NJ, January 18, 2022 /PRNewswire/ — Covanta Holding Corporation (the “Company”) today announced the initial results of its previously announced cash tender offer (the “Offer”) for all of its $400 million aggregate principal amount of the outstanding 6.000% Senior Bonds due 2027 (the “Bonds”), and its contemporaneous Consent Solicitation (together with the Offer, the “Offer and Consent Solicitation”) to amend the indenture governing the bonds to eliminate substantially all covenants and certain events of default and shorten the minimum notice period required for optional redemptions by the Company from 30 calendar days to 2 calendar days (the “Amendments”) , in each case, subject to the terms and conditions included in the Offer to Purchase and Consent Solicitation Statement, dated January 4, 2022 (the “offer to purchase”).

Covanta Logo (PRNewsFoto/Covanta)

As of the consent deadline, which was 5:00 p.m., New York City It’s time January 18, 2022 (the “Consent Deadline”), the aggregate principal amount of the Notes and related consents which have been validly offered and delivered and not validly withdrawn or revoked has been $316,341,000, representing 79.09% of the $400,000,000 total outstanding principal amount of the Notes.

Following obtaining the consent of holders whose principal amount of Notes outstanding exceeds the majority, the Company, the Subsidiary Guarantors and the Trustee enter into a supplemental indenture (the “Supplemental Indenture”) to the governing the Notes giving effect to the Amendments. The Supplemental Indenture will become effective upon execution by the parties and will be binding on all Noteholders, even those who have not consented by the Consent Deadline. The Supplemental Deed will become effective immediately upon and on the date the consent payment relating to the Consent Solicitation is paid, subject to the terms and conditions set forth in the Offer to Purchase.

The Offer and the Solicitation of Consent are subject to satisfaction or waiver of certain conditions described in the Offer to Purchase, including (i) receipt of at least $465 million gross proceeds of one or more senior bond offerings on terms reasonably acceptable to the Company and (ii) the satisfaction of certain terms and conditions of the Offering and the Consent Solicitation, in each case described further below. detail in the Offer to Purchase. If any of the conditions are not satisfied, the Company may terminate the Offer and Consent Solicitation and return the deposited Bonds, may waive the unsatisfied conditions and accept for payment and purchase all validly deposited Bonds, may extend the Offer and Consent Solicitation or may otherwise modify the Offer and Consent Solicitation.

Subject to the terms and conditions of the Offer and Consent Solicitation being satisfied or waived, holders who have validly tendered and not withdrawn the Bonds prior to the Consent Deadline will receive, if their Bonds are accepted at the purchase, the “Total Consideration” equal to $1,031.25 through $1,000 principal amount of the notes. In addition to the Full Consideration, holders will receive accrued and unpaid interest on the Notes from the last semi-annual interest payment preceding the Early Settlement Date up to but not including the Early Settlement Date. The early settlement date should be January 19, 2022.

The withdrawal deadline has passed. Consequently, the Securities validly offered and the consents issued can no longer be withdrawn or revoked.

The Company currently intends to redeem, as soon as practicable after the Early Settlement Date, all of the Notes remaining outstanding following the Offer and Consent Solicitation in accordance with the terms of the indenture governing the Notes, as amended by the Supplementary Deed. However, there is no requirement in the Trust Indenture or otherwise for the Company to redeem Notes, and unless redeemed, such Notes will continue to be outstanding.

The complete terms and conditions of the Offer and Consent Solicitation are set forth in the Offer to Purchase and Consent Solicitation which has been sent to Noteholders. Holders are urged to carefully read the Offer to Purchase and the Consent Solicitation.

The Company has engaged Credit Suisse Securities (United States) LLC to act as Sole Manager and Solicitation Agent for the Offer and Consent Solicitation. Persons with questions regarding the Offer and Consent Solicitation should contact Credit Suisse Securities (United States) LLC toll free at (800) 820-1653 or collect at (212) 325-7823. Requests for materials should be directed to DF King & Co., Inc., the Offer and Information Agent for the Offer and Consent Solicitation, at (212) 269-5550 (for banks and brokers) or at (866) 356-7814 (for Noteholders).

This press release is provided for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to purchase any of the Notes. The Offer and the Consent Solicitation are being made pursuant to the Tender Offer Materials, including the Offer to Purchase and the Consent Solicitation Statement which the Company has distributed to Noteholders. The Offer and the Consent Solicitation are not being made to Noteholders in any jurisdiction in which the making or acceptance thereof would not be in accordance with securities or other laws of such jurisdiction. Neither the Company, the Sole Dealer Manager and Solicitation Agent, the Offer and Information Agent nor their respective affiliates makes any recommendation as to whether or not Holders should deposit all or any part of their Notes in the context of the offer and the solicitation of consent.

Forward-looking statements

Statements in this release that state the company’s or management’s intentions, expectations or forecasts for the future are forward-looking statements. Specifically, the Company cannot assure you that the offering and solicitation of consent or the proposed offering of Senior Obligations described above will be completed on the terms currently contemplated, if at all. Forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Covanta

Covanta is a global leader in providing sustainable waste and energy solutions. Energy recovery from waste is a critical part of the waste disposal value chain, providing a much more sustainable alternative to landfilling waste for communities and businesses, with a significantly lower real estate footprint per tonne disposed compared to traditional landfills. The process ensures optimal use of waste by: reducing waste volumes that would otherwise go to landfill by 90%; eliminate nearly one tonne of greenhouse gas equivalent per tonne of municipal solid waste; generate sustainable and highly reliable power, capacity and steam for utility and industrial customers; and the recycling of metals found in municipal solid waste.

Each year, Covanta’s modern waste-to-energy facility safely converts approximately 21 million tons of municipal and business waste into clean, renewable electricity to power one million homes and recycle 600,000 tons of metal. Through an extensive network of processing and recycling facilities, Covanta also provides comprehensive industrial materials management services to companies seeking solutions to some of today’s most complex environmental challenges. For more information, visit www.covanta.com.

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SOURCECovanta Holding Corporation

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